On April 1, 2017, the Company and JGB Newton Ltd., a Cayman
Islands exempted company (the Investor) entered into a waiver
(the Waiver) that amended the Securities Purchase Agreement dated
May 10, 2016 between the Company and the Investor, as amended on
August 22, 2016 (the SPA). Under the terms of the SPA the Company
sold to the Investor a secured convertible debenture (the
Debenture), in the principal amount of $25,350,000. The Waiver
provides that solely with respect to the calendar months of April
2017, May 2017, June 2017, July 2017, August 2017 and September
2017 (collectively, the Specified Months), the Investor waives,
subject to certain delineated exceptions, the requirement of
paragraph (i) of the definition of Equity Conditions set forth in
Section 1 of the Debenture, thereby continuing to allow the
Company to deliver shares of its Common Stock in respect to a
portion of its amortization obligation under the Debenture. The
Waiver also continues the requirement that the cash and/or cash
equivalents in excess of remaining outstanding balance of the
Debenture be withdrawn from certain accounts and deposited into
an agreed to Company account and the Investor special redemptions
rights granted on December 14, 2016 as reported on the Current
Report on Form 8-K dated February 7, 2017.

The foregoing description of the material terms of the Waiver are
qualified in their entirety by the Waiver, copies of which are
filed as Exhibit 10.1 on this Current Report on Form 8-K and are
incorporated herein by reference.

(d) Exhibits